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Article Content

These Rules are adopted in accordance with the provisions of Article 28 of the Regulations Governing Securities Firms.

Article 2

These Rules are applicable to the underwriting and re-sale of stocks, corporate bonds, financial bonds, depositary receipts, and any other securities specified by the Financial Supervisory Commission.

Article 3

In the underwriting of securities, a securities underwriter shall conduct such business in accordance with these Rules.

Article 3-1

The lead underwriter shall organize an underwriting syndicate and handle allocation with consideration to the needs of the particular case, and in handling such matters shall not be influenced by the issuing company.

Article 4

In the underwriting of securities, a securities underwriter shall determine the offering price of the securities according to the following methods:

By competitive auction;

By book building;

As resolved by negotiations between the underwriter and the issuing company, issuing institution, or holder of the securities.

The offering price referred to in the preceding paragraph shall refer to the unit price, stock price discount (premium) rate (applicable only where no bid deposit has been collected), coupon rate, conversion (exchange) premium ratio, and yield to put.
"Issuing institution" as used in these Rules refers to an institution that issues beneficial interest securities or asset-backed securities under one of the following circumstances:

where a trustee institution or a special-purpose company accepts financial assets in trust or in transfer from the originator, and issues beneficial interest securities or asset-backed securities based on those assets;

In the underwriting of securities on a firm commitment basis, except where prescribed by other laws and regulations, a securities underwriter shall act as prescribed by the following provisions with respect to the proportion of securities held for its own account, provided, however, that for any units purchased for its own account that remain unsubscribed at the closure of the underwriting period, these restrictions shall not apply:

In an underwriting case involving cash capital increase, convertible (or exchangeable) corporate bonds, ordinary corporate bonds not handled by negotiated sale, financial bonds not handled by negotiated sale, or Taiwan depositary receipts for exchange (or over-the-counter (OTC)) listed companies, the underwriter shall hold for its own account from 5 percent to 15 percent of the total number of units underwritten;

In an underwriting case for a cash capital increase by an emerging stock company other than an underwriting case for initial listing on the exchange or OTC market, the underwriter shall hold for its own account from 10 percent to 20 percent of the total number of units underwritten.

In the underwriting of a cash capital increase for a company that is not exchange (or OTC) listed, the underwriter may hold for its own account a proportion not to exceed 15 percent of the total number of units underwritten;

In an underwriting case involving preferred shares, preferred shares with warrants, or corporate bonds with warrants for public companies, the underwriter may hold for its own account a proportion not to exceed 15 percent of the total number of units underwritten;

If a company already listed on a stock exchange or an OTC market, or an emerging stock company, either issues preferred shares and preferred shares with warrants for which the warrant is detachable (“preferred shares with detachable warrants”), corporate bonds and corporate bonds with warrants for which the warrant is detachable (“corporate bonds with detachable warrants”), the underwriter may set respectively the percentage to hold for its own account, provided that the percentage may not exceed 15 percent of the total number of units underwritten;

In an underwriting case involving a secondary distribution of beneficial interest securities by a trustee institution or a secondary distribution of asset-backed securities by a special purpose company that is not undertaken through negotiated sale, purchases on own account shall not exceed fifteen percent of the total amount underwritten;

In an underwriting case where an offering of real estate asset trust beneficial interest securities by a trustee institution is not undertaken through negotiated sale, purchases on own account shall not exceed fifteen percent of the total amount underwritten.

In the underwriting cases contemplated under the preceding paragraph, for issues undertaken entirely by book building, each underwriter shall hold for its own account not more than 10 percent of the total number of units underwritten.
Where a public company carrying out a cash capital increase encounters waiver of subscription rights by an existing government-agency shareholder in accordance with the provisions of Article 267, paragraph 3 of the Company Act, the portion thus incorporated into the public underwriting may be excluded when calculating the "total number of units underwritten" set out in paragraph 1, subparagraph 1.
In a case involving an initial listing on a stock exchange (or OTC) market of securities not registered for emerging market trading or a case involving underwriting of an initial issuance of Taiwan Depositary Receipts, if the securities underwriter carries out the underwriting through public sale to outside parties, it shall first set aside 1,000 common shares (or 1,000 units of depositary receipts) from the offering for subscription by the Securities and Futures Investors Protection Center.
Except for underwriting cases involving an OTC company transferring its listing to a stock exchange, or for underwriting cases for which there are other acts and regulations that provide otherwise, if an underwriting case involving an initial listing of shares in common stock on a stock exchange (or OTC) market is carried out on a firm commitment basis, the lead underwriter shall stipulate with the issuing company that the issuing company is to coordinate with its shareholders to provide previously issued shares in common stock (the number thereof to be set at a certain percentage of the total volume of shares to be sold publicly to outside parties in the current underwriting case) to the lead underwriter for the purpose of exercising overallotment during the underwriting period. The related procedures shall be carried out in accordance with the Taiwan Securities Association Rules Governing the Underwriting Procedures to be Followed by Underwriters in Conducting an Initial Listing on a Stock Exchange or Over-the-Counter Market.

Article 4-2

When a securities underwriter conducts an underwriting case for an initial listing on a stock exchange or an OTC market or an underwriting case for a cash capital increase, it shall guide the issuing company to set the price at which the shares will be offered to the public by the means set out below, and shall comply with the Taiwan Securities Association Self-regulatory Rules Governing the Provision of Advisory Services by Underwriter Members to Issuing Companies Offering and Issuing Securities:

In a case conducted entirely by competitive auction: The subscription price for the successful bidders shall be set in accordance with Article 15. The offering price for the remaining portion after the competitive auction, for the portion subscribed by the underwriter for its own account, and for the price at which the security opens on its first day of listing shall be set in accordance with Articles 16 and 18.

In a case conducted partly by competitive auction and partly by public subscription: The subscription price for the successful bidders shall be set in accordance with Article 15. The offering price for the public subscription portion and for the price at which the security opens on its first day of listing shall be set in accordance with Articles 17 and 18. /li>

In a case conducted entirely by book building, or partly by book building and partly by public subscription: The offering price for the book building portion, for the public subscription portion, for the portion subscribed by the underwriter for its own account, and for the price at which the security opens on its first day of listing shall be set in accordance with Article 28.

In a case conducted entirely by public subscription: The offering price for the public subscription portion, for the portion subscribed by the underwriter for its own account, and for the price at which the security opens on its first day of listing shall be set in accordance with Article 30.

The securities underwriter shall guide the issuing company, when it sets the price for subscription to the securities by employees or by existing shareholders, to do so at the offering prices set for the public subscription portion, for the portion subscribed by the underwriter for its own account, and for the price at which the security opens on its first day of listing based on the provisions of the respective subparagraphs of the preceding paragraph.

Article 5

With the exception of that portion of underwritten units held for its own account in accordance with the preceding article, a securities underwriter carrying out the underwriting of securities (hereinafter, "public sale to outside parties") shall use the following methods to allocate units:

competitive auction;

book building;

public subscription;

negotiated sale.

The allocation methods described in the preceding paragraph shall be undertaken in accordance with Articles 6, 7, 21, 21-1, 22, 22-1, 22-3, 31 and 52 of these Rules.
When different allocation methods are used in the same underwriting case, the relevant timetable for the procedures from the date of negotiation of placement with specific parties until the distribution date of the securities shall be consistent between the different allocation methods.

Article 5-1

A securities underwriter underwriting securities shall, from the date of public announcement until the end of the day on which the securities are listed, publish a public underwriting announcement on the underwriting securities firm's website, and in a clear and concise form in daily newspapers, and shall do so in accordance with the Taiwan Securities Association Rules Governing the Particulars to be Recorded by Securities Underwriters in Securities Underwriting Announcements.
A securities underwriter underwriting securities shall publish a prospectus on its website, and shall provide prospectuses upon the request of investors.
In a case of underwriting of straight corporate bonds, if the prospective buyers are limited only to professional investors as defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds, publication on the Taiwan Securities Association Website may be substituted for the publication in daily newspapers referred to in paragraph 1.

Article 5-2

When a securities firm conducts an underwriting case, if a party targeted for allocation is not a government fund or is not a fund account or investment account of an onshore or offshore publicly offered fund, and if the underwriting is conducted by means of book building or negotiated sale, the securities underwriter shall audit whether the ultimate beneficial owner is a party that is prohibited from allocation under Article 36 or Article 43-1, by a means such as a list of ultimate beneficial owners provided by the custodian institution or a declaration thereby that the ultimate beneficial owner is not a party prohibited from allocation.

Article 5-3

When a securities firm conducts an underwriting case, it may not utilize anyone who is not an employee of the securities firm to solicit business, nor may it pay any unreasonable commission.

Chapter II Offering Price

Section One Pricing by Competitive Auction

Article 6

In the underwriting cases prior to an initial listing on a stock exchange or an OTC market involving previously issued shares or cash capital increase through a new share issue (except for cases involving conversion of OTC (or exchange) listed stocks into exchange (or OTC) listed stocks), and in the underwriting of a cash capital increase by a company already listed on a stock exchange or an OTC market in which all shares are put up for underwritten distribution, where underwriting is not carried out using the book building method, the shares shall be offered through competitive auction; provided, however, that this provision does not apply to a public enterprise or to any other party that applies for an initial listing of shares on a stock exchange or an OTC market in accordance with the provisions of Articles 6 and 6-1 of the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings, or in accordance with the provisions of the Taipei Exchange Supplemental Provisions for Applications by Private Institutions Participating in Public Infrastructure Projects for Over-the-Counter Listing, or in accordance with other acts or regulations.
In the underwriting of convertible corporate bonds or corporate bonds with warrants, and in a secondary distribution carried out in accordance with the provisions of Article 22 paragraph 3 of the Securities and Exchange Act (hereinafter, "secondary distribution"), the securities may be offered through competitive auction.

Article 7

In the underwriting of securities issued through competitive auction as prescribed in the preceding article, except where the issuer is a government-owned enterprise or another party for which there are other acts or regulations that provide otherwise, underwriting of that portion of the offering put up for public sale to outside parties shall be handled in accordance with the following provisions:

In an underwriting case involving an initial listing of shares on a stock exchange or an OTC market, the shares may be offered either entirely through competitive auction, or through a combination of competitive auction and public subscription. However, the portion allocated through public subscription shall not exceed 20 percent of the total number of shares underwritten.

In the underwriting of an offering of convertible bonds, or of warrants that have been detached from preferred shares with detachable warrants or warrants that have been detached from corporate bonds with detachable warrants, or in the underwriting of a cash capital increase by a company already listed on a stock exchange or an OTC market in which all units are put up for underwritten distribution, all units shall be offered through competitive auction.

In an underwriting case involving the offering of corporate bonds with warrants or an underwriting case involving a secondary distribution, the units may be offered either entirely through competitive auction, or through a combination of competitive auction and public subscription.

Article 8

In the underwriting of securities offered through competitive auction, the lead underwriter shall first prepare documentation determining the particulars listed in the subparagraphs below. After being signed or sealed by the lead underwriter and co-underwriters and the issuer of the securities, said documentation shall be reported to the Taiwan Securities Association three business days before the commencement date of the tender:

the total number of underwritten units, number of units expected to be sold via overallotment, number of units held by the securities underwriter for its own account as prescribed by Article 4-1, the number of units offered by competitive auction, minimum bidding unit, and maximum bid quantity per bid form;

the minimum offering price as resolved by negotiation with the issuer;

the firm-commitment fee or best-efforts underwriting fee, as resolved by negotiation with the issuer;

the unit size of lots offered through public subscription;

the names of the members of the underwriting syndicate, and the amount of securities apportioned to each, as specified by Article 7;

except for the initial listing of shares on a stock exchange or an OTC market, the method of allocating among the members of the underwriting syndicate any units that remain unsubscribed after conclusion of competitive auction;

the date(s) of competitive auction and the time(s) for submitting and opening bids, as agreed in consultation with the Taiwan Securities Association.

the issuer shall provide the securities underwriter with a list of the persons who are disqualified from participating in the tender and negotiated sale pursuant to Article 36 and Article 73, paragraph 5.

The minimum offering price in subparagraph 2 of the preceding paragraph shall comply with the following requirements:

In an underwriting case involving an initial listing on a stock exchange or an OTC market, its upper limit shall be 70 percent of the simple arithmetic mean of the average trade prices, after factoring out ex-rights trading in connection with issuance of stock dividends (or ex-rights trading in connection with capital reduction) and ex-dividend trading, of the 30 business days on which trades have been executed before the filing of the competitive auction agreement with the Taiwan Securities Association. If the stock has not been registered and traded as an emerging stock, the underwriter and the issuer shall negotiate and set a reasonable minimum price for the auction.

In the underwriting of a cash capital increase through an issue of common shares by a company already listed on a stock exchange or an OTC market in which all shares are put up for underwritten distribution, it shall not be lower than 90 percent of the simple arithmetic mean of the closing common share price, after factoring out ex-rights trading in connection with issuance of stock dividends (or ex-rights trading in connection with capital reduction) and ex-dividend trading, calculated for either the one, three, or five business days before the filing of the competitive auction agreement with the Taiwan Securities Association.

In the underwriting of a cash capital increase through an issue of preferred shares, or of warrants that have been detached from preferred shares with detachable warrants or warrants that have been detached from corporate bonds with detachable warrants, by a company already listed on a stock exchange or an OTC market, its upper limit shall be the reference price calculated based on the appropriate pricing model selected at the time the fund-raising plan was reported to the competent authority.

In the underwriting of convertible corporate bonds and corporate bonds with warrants, it shall not exceed the par value of said securities.

In the event that unsubscribed units as specified in paragraph 1 subparagraph 6 are placed by the underwriting syndicate with a specific party, only the parties listed in Article 35 shall participate in said placement, and those listed in Article 36 shall not participate.

Article 9

A lead underwriter of securities shall publish a competitive auction announcement in daily newspapers on the first day on which public bids are accepted. The content of said announcement shall be reported in hardcopy and electronic media to the Taiwan Securities Association three business days before the commencement date of the tender, and shall include the items in the following subparagraphs:

total quantity of securities to be put up for underwritten distribution; number of units expected to be sold via overallotment; total number of units retained for their own accounts by the securities underwriters; the total number of units being offered for competitive auction, and the amount of the bid deposit and the circumstances under which it may be confiscated;

the maximum quantity of securities that may be allocated to each successful bidder;

parties from whom competitive auction bids will be accepted, and the provisions of Articles 35 and 36 shall be specified;

matters relating to the collection of bid processing fees and award processing fees by securities underwriters;

any statutory restrictions upon holding percentages as may be set forth in other laws or regulations with respect to the industry to which the issuer belongs (please list these on the bid form);

if a bidder fills out and submits multiple bid forms for the same competitive auction, or has multiple competitive auction cases for which bidding closes on the same day, when the bidder submits a bid to participate in any one or more of those cases, funds shall be deducted from the bidder's bank deposit for the sum total of the bid deposits and bid processing fees for all of the bid forms submitted by the bidder;

the method of disclosure of the prospectus, also specifying that the prospectus discloses the tentatively set offering price, and specifying the method for querying the subsequently set offering price;

in the event the total number of securities bid for in valid bids is insufficient to cover all the securities offered through competitive auction in an underwriting case involving the initial listing of shares on a stock exchange or an OTC market, so that price setting cannot be completed, the TWSE will not open the bids, and the brokers shall, on the third business day following the bid closure date, make no-interest refunds to the bidders of the bid deposits and of the bid processing fees less the relevant handling fees;

other supplemental items that must be disclosed in order to safeguard the public interest and investors.

In an underwriting case involving an initial listing on a stock exchange or an OTC market, the lead underwriter shall submit the timetable for the procedures and a declaration by the issuer that it has already held a roadshow in accordance with TWSE or TPEx rules. If a declaration is not submitted or the TWSE or TPEx notifies the Taiwan Securities Association that the issuing company has failed to hold a roadshow in accordance with regulations, the competitive auction shall be postponed.
The maximum quantity of securities that may be allocated to each successful bidder referred to in paragraph 1 subparagraph 7 shall be taken as the the maximum bid quantity per bid form referred to in paragraph 1, subparagraph 5. In an underwriting case involving an initial listing on a stock exchange or an OTC market, the minimum bidding unit under paragraph 1, subparagraph 5 shall be capped at 5,000 shares.
The amount of the bid deposit under paragraph 1, subparagraph 6 shall be limited to an amount from 30 percent to 60 percent of the bid amount.
The maximum quantity allocated to each successful bidder, as referred to in subparagraph 7 of paragraph 1, shall not exceed 10 percent of the portion of the offering put up for public sale to outside parties. If it is an underwriting case involving an initial listing on a stock exchange or an OTC market, the lead underwriter may lower the 10 percent cap on the maximum quantity allocated to each successful bidder according to the circumstances in the given case.

Article 10

In the underwriting of securities through competitive auction, the underwriting syndicate may provide a company prospectus and relevant materials to investors, and may also convene public informational meetings to familiarize investors with the offering.

Article 11

In an underwriting by competitive auction, the securities underwriter shall administer bidding and auctioning in accordance with the following schedule:

Day One: Commencement of the tender.

Day Three: Tender closure date (where day four falls on a weekend, the tender closure date shall be postponed by one day). Deadline for bidders to deposit their bid deposit and bid processing fee in the handling bank.

Day Four: Date of deduction of the bid deposits and bid processing fees. Broker's bank undertakes matters regarding the deduction of the bidders' bid deposits and bid processing fees.

Day Five: Bid opening date. Brokers notify successful bidders to carry out the deposit of the award price and the award processing fee.

&nbsp When a securities broker notifies the successful bidders to carry out the deposit procedures under paragraph 1, subparagraph 4, it shall keep a record of the notice.
&nbsp In a case involving an initial listing of shares on a stock exchange or an OTC market, if, pursuant to Article 18, paragraph 3, the bids are not opened, the lead underwriter shall, on the first business day after the tender closure date, notify the Taiwan Securities Association. The securities brokers shall, on the third business day after the tender closure date, make no-interest refunds to the bidders of the bid deposits and of the bid processing fees less the relevant handling fees; on the same day, the brokers also shall perform the procedures for delivery of the bid processing fees.
The dates specified under paragraph 1 may be changed if necessary by applying to the Taiwan Securities Association for approval.

Article 12

Bidders that participate in a public tender shall, following the prescribed format (see Attachment 1), fill in the bid form and transmit it by means of the Internet to the Underwritten Securities Competitive Auction System, or they may do so through the terminals installed at the place of business of the headquarters or a branch of the securities firm where they opened their account.
&nbsp For the bid processing fee and bid deposit that a bidder is required to pay under the public announcement provisions of Article 9, the securities broker shall notify the bank to deduct the funds from the bidder's bank account on the date set under Article 33 or 34.
&nbsp After the bidder has submitted a bid, the bid form may not be withdrawn or changed.
&nbsp The securities underwriter may collect an award processing fee from a successful bidder, and the provisions of paragraph 2 shall apply mutatis mutandis.

Article 13

A bid form to which any of the following circumstances applies is invalid and will be disqualified from the tender without refund of the bid processing fee:

The bid price is lower than the minimum offering price as prescribed by Article 8 paragraph 1 subparagraph 2;

The quantity of securities bid for is lower than the minimum bidding unit or exceeds maximum bid quantity per bid form;

The bid deposit or the bid processing fee has not been paid in full;

The trading account number (11 digits) has not been properly filled in, or the information is not true.

The ID number or uniform invoice number has not been properly filled in, or the information is not true.

If a natural person, the date of birth has not been properly filled in, or the information is not true.

The stock code has not been properly filled in.

The identity of the bidder violates the requirements set forth under Articles 35 and 36.

Failure to open a trading account, a book-entry bank account for remittance of funds, or a book-entry account for securities custody.

Failure to sign a contract with the bank designated by the securities broker for deductions of funds in connection with the competitive auction.

The balance in the bidder's book-entry bank account for remittance of funds is lower than the sum total of the deposit and bid processing fee required for the bid for the securities.

The bidder has submitted the bid in the name of another, or falsely using the name of another.

The per-share (or per-lot) bid price shall be expressed in units no smaller than one cent; decimal figures smaller than one cent shall be rounded up or down.
Bid quantity shall be expressed in units of one thousand shares (or in lots).

Article 14

After the closure of the tender period, the TWSE shall open the bids on the prescribed opening date, and the provisions of Articles 60, 68, and 69 shall apply mutatis mutandis.
If a bid form has any of the circumstances in paragraph 1 of Article 13, the TWSE shall disqualify the bid before the opening of bids.

Article 15

With the exception of underwriting cases conducted by means of competitive auction for warrants that have been detached from preferred shares with detachable warrants or warrants that have been detached from corporate bonds with detachable warrants, which must be handled in accordance with the provisions of Article 17-1, securities shall be awarded on the basis of bid price in descending order. Identical bids shall be awarded in random order, generated by the Taiwan Securities Association using computer, until the entire offering has been awarded.
The quantity awarded to each successful bidder shall not exceed the proportion provided under Article 9, paragraph 5. If the awarded quantity of securities exceeds said proportion, and the lots are cleared at a uniform price, the surplus lots are removed in random order generated by computer. If the lots are cleared at two or more different prices, lots of equal size are removed from either end of the price spectrum, until the prescribed proportion is reached. In the event that one lot remains after the above process, said lot shall be removed from the upper end of the price spectrum.
In addition to complying with paragraph 2 of this Article, the securities underwriter shall also handle the results of the opening of bids in compliance with all other relevant laws and regulations, and shall provide all relevant data as prescribed by the TWSE and the Taiwan Securities Association.
Each successful bidder shall subscribe the securities at the bidder's own award price.

Article 16

With the exceptions of secondary distribution cases and underwriting cases conducted by means of competitive auction for warrants that have been detached from preferred shares with detachable warrants or warrants that have been detached from corporate bonds with detachable warrants by a listed or OTC company, when the underwriting of securities is undertaken entirely by competitive auction and the total number of securities awarded by tender reaches the full amount available for allocation, the price at which the security opens on its first day of listing and the price paid by the underwriter for units retained for its own account shall be computed as the weighted average of the bid price of all successful bids (decimals beyond cents shall be rounded up or down), and shall be capped at a certain multiple of the minimum offering price set under Article 8, paragraph 1, subparagraph 2.
The certain multiple referred to in the preceding paragraph shall be determined by negotiation between the underwriting syndicate and the issuing company, but may not exceed a multiple of 1.3.

Article 17

In the underwriting of securities undertaken partly by competitive auction and partly by public subscription, when the total number of securities awarded by competitive auction reaches the full amount available for allocation, the offering price of those units allocated by public subscription and those retained by the underwriter for its own account shall be computed as the weighted average of the bid price of all successful bids (decimals beyond cents shall be rounded up or down), and shall be capped at a certain multiple of the minimum offering price set under Article 8, paragraph 1, subparagraph 2.
The certain multiple referred to in the preceding paragraph shall be determined by negotiation between the underwriting syndicate and the issuing company, but may not exceed a multiple of 1.3.
With the exception of secondary distribution cases or where otherwise provided under law, the price at which the security opens on its first day of listing shall be the price underwritten for public subscription as determined in the preceding paragraph.

Article 17-1

An underwriting case conducted by means of competitive auctionfor warrants that have been detached from preferred shares with detachable warrants or warrants that have been detached from corporate bonds with detachable warrants shall be handled through uniform price clearing, whereby the TWSE, in opening the bids, adds up the cumulative total of the bid quantities, starting with the highest-priced bid and working its way down until the entire offering has been cleared, with the lowest price necessary to sell all securities offered through competitive auction taken as the uniform clearing price. If the total number of the securities bid for in valid bids is insufficient to cover the all the securities offered through competitive auction, then the minimum offering price, as prescribed by Article 8 paragraph 1 subparagraph 2, shall serve as the uniform clearing price.
Those bidding at or above the uniform clearing price are successful bidders, and in all cases their bids will be cleared at the uniform clearing price.
If the total number of securities bid for in valid bids exceeds the number of securities offered through competitive auction, then those submitting bids at the uniform clearing price shall be awarded securities in random order, generated by computer, until all securities offered through competitive auction have been awarded.
The quantity of securities awarded to each successful bidder shall not exceed the proportion set forth under Article 9, paragraph 5. Where an award does exceed this proportion, the quantity in excess shall be select at random by computer and subtracted from the award.
The uniform clearing price shall serve as: the offering price for those units of a security retained by the underwriter for its own account in connection with an underwriting case of warrants that have been detached from preferred shares with detachable warrants or warrants that have been detached from corporate bonds with detachable warrants, and for units that remain unsubscribed after conclusion of competitive auction. The uniform clearing price shall serve as the basis for calculating the price at which a security opens on its first day of listing in accordance with the directions of the TWSE or TPEx.
In addition to complying with paragraph 4 of this Article, the securities underwriter shall also handle the results of the opening of bids in compliance with all other relevant laws and regulations, and shall provide all relevant data as prescribed by the TWSE and the Taiwan Securities Association.

Article 18

In the underwriting of securities by competitive auction, if the total number of securities bid for is insufficient to cover the number of securities offered through competitive auction, then the minimum offering price, as prescribed by Article 8 paragraph 1 subparagraph 2, shall serve as the offering price for those securities that remain unallocated after competitive auction, those securities retained by the underwriter for its own account, and those securities allocated through public subscription. Units that remain unsubscribed after conclusion of competitive auction shall be allocated as prescribed by Article 8 paragraph 1 subparagraph 6.
Except for the underwriting of a secondary distribution or of a capital increase by listed or OTC companies involving a cash capital increase, the price at which the security opens on its first day of listing shall be the offering price set forth under the preceding paragraph.
In an underwriting case involving an initial listing of shares on a stock exchange or an OTC market conducted by competitive auction, if the total number of securities bid for in valid bids is insufficient to cover the all the securities put up through the competitive auction in question, the TWSE will not conduct the opening of bids.
In an underwriting case under the preceding paragraph, if there is to be newly conducted any competitive auction or book building or public subscription, this fact must be stated when making the respective filing with the Taiwan Securities Association in accordance with Articles 8 and 9, 23, 24, or 53.

Article 19

Immediately following the opening of bids, the TWSE shall provide a report on the results of the bid opening, which shall for each bid include award numbers, the award price, the number of units awarded, the total dollar amount of securities allocated, and either personal ID numbers (in the case of individual successful bidders) or juristic person uniform invoice numbers issued by the tax authorities for the localities where institutional successful bidders are located (in the case of institutional successful bidders).

Article 20

Immediately following the opening of bids, members of the underwriting syndicate shall sign the underwriting contract and submit it to the Taiwan Securities Association for recordation.

Section Two Pricing by Book Building

Article 21

In the underwriting of an initial listing on a stock exchange or an OTC market involving previously issued shares or cash capital increase through a new share issue, if the shares are not underwritten through competitive auction, then they shall be underwritten through simultaneous book building and public subscription procedures in compliance with the provisions of Article 21-1. However, the portion offered through public subscription shall not exceed 20 percent of the total number of shares underwritten; provided, that this provision does not apply to a public enterprise, nor does it apply to any other party that applies for an initial listing of shares on a stock exchange or an OTC market in accordance with the provisions of Articles 6 and 6-1 of the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings, or in accordance with the provisions of the Taipei Exchange Supplemental Provisions for Applications by Private Institutions Participating in Public Infrastructure Projects for Over-the-Counter Listing, or in accordance with other acts or regulations.

Article 21-1

In the underwriting of an initial listing on a stock exchange or an OTC market involving previously issued shares or cash capital increase through a new share issue, if the shares are underwritten through simultaneous book building and public subscription procedures, 10 percent of the number of shares that are required under TWSE or TPEx rules to be publicly sold (less the portion of the shares that are required under applicable laws or regulations to be set aside for subscription by employees of the issuer, and not including any overallotment) shall first be put up for public subscription, and the volume allocated for public subscription shall be adjusted according to the subscription volume.
If the underwritten subscription volume (defined as the final confirmed total volume of subscriptions that brokers have transmitted to the TWSE by the public subscription deadline) falls short of the volume allocated for public subscription as referred to in the preceding paragraph, the shortfall may be added to the volume to be underwritten through book building, and allocated in that manner. If the subscription volume exceeds by a certain multiple the volume allocated for public subscription, the volume allocated for public subscription shall be adjusted upward in accordance with the following provisions:

If the subscription multiple is at least 10 times but less than 20 times, the amount allocated for public subscription shall be adjusted to 15 percent.

If the subscription multiple is at least 20 times but less than 30 times, the amount allocated for public subscription shall be adjusted to 20 percent.

If the subscription multiple is at least 30 times but less than 40 times, the amount allocated for public subscription shall be adjusted to 25 percent.

If the subscription multiple is 40 times but less than 50 times, the amount allocated for public subscription shall be adjusted to 30 percent.

If the subscription multiple is at least 50 times but less than 60 times, the amount allocated for public subscription shall be adjusted to 35 percent.

If the subscription multiple is at least 60 times but less than 70 times, the amount allocated for public subscription shall be adjusted to 40 percent.

If the subscription multiple is at least 70 times but less than 80 times, the amount allocated for public subscription shall be adjusted to 45 percent.

If the subscription multiple is at least 80 times but less than 90 times, the amount allocated for public subscription shall be adjusted to 50 percent.

If the subscription multiple is at least 90 times but less than 100 times, the amount allocated for public subscription shall be adjusted to 55 percent.10. If the subscription multiple is 100 times or greater, the amount allocated for public subscription shall be adjusted to 60 percent.

Any remainder, or any preliminary overallotment, shall be underwritten through book building.
If the post-adjustment volume allocated for public subscription as calculated per any of the subparagraphs of paragraph 2 is not a whole number, the number shall be rounded up to the nearest whole number.

Article 21-2

When an OTC (or exchange) listed company that is applying to convert to an exchange (or OTC) listing intends to carry out a cash capital increase through a new share issue in order to achieve compliance with standards governing dispersion of equity ownership, the underwriting shall be carried out through public subscription, and the timetable for the procedures shall be subject mutatis mutandis to the provisions of Article 53.

Article 22

In the following types of securities underwriting cases, the part put up for public sale may be undertaken entirely by book building or partly by book building and partly by public subscription:

cash capital increase through an issue of preferred shares by a company already listed on a stock exchange or an OTC market;

preferred shares with detachable warrants;

corporate bonds with detachable warrants;

offerings of corporate bonds and financial bonds;

offerings of Taiwan depositary receipts;

secondary distributions.

In underwriting cases under subparagraphs 1 through 4 and subparagraph 6 of the preceding paragraph where part of the securities are allocated by book building and part by public subscription, if the book building and public subscription procedures are carried out simultaneously, the timetable for the procedures shall be subject to mutatis mutandis application of Article 42-1. However, if subscription volume exceeds by a specified multiple the number of units earmarked for public subscription, there is no need to upwardly adjust the public subscription volume or to observe the requirements of Article 42-1, paragraph 1, subparagraph 4, item 2.

Article 22-1

Where either of the following types of underwriting cases are undertaken through the use of book building, the part put up for public sale shall be underwritten entirely by book building:

underwriting of a public offering by a company already listed on a stock exchange or an OTC market in which the offering involves a cash capital increase through the issue of common shares and the entire offering is put up for underwritten distribution;

underwriting of an offering of beneficial interest securities by a trustee institution, or underwriting of an offering of asset-backed securities by a special-purpose company;

real estate asset trust beneficial interest securities.

Article 22-2

The lead underwriter for an initial listing on a stock exchange or over-the-counter market, or for an initial offering of Taiwan Depositary Receipts, may establish a pre-marketing mechanism as part of its book building process, whereby prior to the official start of book building it shall first seek to determine the demand of key organizations and qualified institutional investors in terms of prices and volumes. A record of information gathered during the pre-marketing period shall be retained in written form for one year, and on electronic media for three years, for reference purposes.

Article 22-3

In an initial offering of Taiwan Depositary Receipts in which part are placed by book building and part by public subscription, the book building and public subscription procedures shall be carried out simultaneously, and 10 percent of the volume that is to be publicly sold shall first be put up for public subscription, and the volume allocated for public subscription shall be adjusted according to the subscription volume.
If the underwritten subscription volume (defined as the final confirmed total volume of subscriptions that brokers have transmitted to the TWSE by the public subscription deadline) falls short of the volume allocated for public subscription as referred to in the preceding paragraph, the shortfall may be added to the volume to be underwritten through book building, and allocated in that manner. If the subscription volume exceeds by a certain multiple the volume allocated for public subscription, the volume allocated for public subscription shall be adjusted upward in accordance with the following provisions:

If the subscription multiple is at least 15 times but less than 20 times, the amount allocated for public subscription shall be adjusted to 15 percent.

If the subscription multiple is at least 20 times but less than 25 times, the amount allocated for public subscription shall be adjusted to 20 percent.

If the subscription multiple is at least 25 times but less than 30 times, the amount allocated for public subscription shall be adjusted to 25 percent.

If the subscription multiple is at least 30 times but less than 35 times, the amount allocated for public subscription shall be adjusted to 30 percent.

If the subscription ratio is at least 35 times but less than 40 times, the amount allocated for public subscription shall be adjusted to 35 percent.

If the subscription multiple is at least 40 times but less than 45 times, the amount allocated for public subscription shall be adjusted to 40 percent.

If the subscription multiple is at least 45 times but less than 50 times, the amount allocated for public subscription shall be adjusted to 45 percent.

If the subscription multiple is 50 times or more, the amount allocated for public subscription shall be adjusted to 50 percent.

If the post-adjustment volume allocated for public subscription as calculated per any of the subparagraphs of paragraph 2 is not a whole number, the number shall be rounded up to the nearest whole number.
In an initial offering of Taiwan Depositary Receipts in which part are placed by book building and part by public subscription, the book building and public subscription procedures shall be carried out simultaneously. The relevant procedures shall be subject mutatis mutandis to the provisions of Article 42-1.

Article 23

A lead underwriter underwriting securities by book building shall first carry out the matters listed in the following subparagraphs. All relevant agreements shall be signed or sealed by the lead underwriter, each co-underwriter, and the issuer (issuing institution), and then reported to the Taiwan Securities Association by the first business day prior to the start of the book building period (or by the second business day in the case of an initial listing on a stock exchange or an OTC market):

formation of the underwriting syndicate by solicitation of co-underwriters;

determination of the total quantity of securities to be offered by book building, and the number of units expected to be sold via overallotment;

estimation of the anticipated offering price range, as determined in consultation with the issuer (issuing institution);

determination of the firm-commitment fee or best-efforts underwriting fee, as determined in consultation with the issuer (issuing institution);

determination of the lot size, in the event that the securities will be offered by public subscription.

the issuer shall provide the securities underwriter with a list of the persons who are disqualified from participating in book building under these Rules.

Article 24

In the underwriting of securities by book building, the lead underwriter shall publish a book building announcement in daily newspapers on the first day on which book building bids are accepted. The content of said announcement shall be reported in hardcopy and electronic media to the Taiwan Securities Association by the first business day prior to the start of the book building period (or by the second business day in the case of an initial listing on a stock exchange or an OTC market), and shall include the items in the following subparagraphs:

The name of the security.

Total number of underwritten units, number of units expected to be sold via overallotment, number of units retained by the securities underwriters for their own accounts, the number of units for public sale, and the number of units for allocation by book building as a proportion of the total number of securities put up for public sale; in the case of an initial listing on a stock exchange or an OTC market involving simultaneous book building and public subscription procedures, the lead underwriter shall also note that it will adjust book building volume on the basis of the number of subscriptions received during the public subscription procedure.

Where securities underwriters collect a book building bid deposit in accordance with the provisions of Article 40, Article 41, Article 42, or Article 42-1, the lead underwriter shall indicate the collection method, who is required to pay it, the amount, and conditions under which the deposit may be confiscated.

Matters relating to the securities underwriters' collection from allotees of the entire amount of advance book building payments in accordance with Article 42-1.

Matters relating to the collection of book building processing fees by securities underwriters in accordance with Article 26.

The names, addresses, and telephone numbers of the underwriters.

The anticipated offering price range. (If a case of an offering prior to an initial listing on a stock exchange or an OTC market involves emerging stock trading, the lower limit of the anticipated offering price range may not be less than 70 percent of the simple arithmetic mean trade price for the 10 business days in which trades have been executed in Emerging Stock trading before the book building agreement has been registered with the Taiwan Securities Association, and relevant explanations shall be attached.)

The manner of disclosure of the prospectus, including: (1) a statement clarifying that the anticipated offering price range as disclosed in the prospectus is an estimate based on information gathered during book building; and (2) an explanation of how to inquire about subsequent offering price revisions.

The securities on offer, and the method, time period, and site for submission of bids.

Parties from whom book building bids will be accepted.

The pricing date (in the case of an initial listing on a stock exchange or an OTC market involving simultaneous book building and public subscription procedures).

Other supplemental items that must be disclosed in order to safeguard the public interest and investors.

In the section specifying the parties from whom book building bids will be accepted (as set forth under the preceding paragraph), the announcement shall print the relevant provisions of Articles 35, 43, and 43-1, according to the type of securities on offer.
In an underwriting case involving an initial listing on a stock exchange or an OTC market, when the lead underwriter registers with the Taiwan Securities Association the offering using hardcopy media as required in paragraph 1, it shall also submit a timetable adopted in compliance with the provisions of Article 42-1 and a declaration by the issuing company that it has already held a roadshow in accordance with TWSE or TPEx rules.
If a declaration is not submitted in accordance with the preceding paragraph or the TWSE or TPEx notifies the Taiwan Securities Association that the issuing company has failed to hold a roadshow in accordance with regulations, the book building shall be postponed.
In an underwriting case involving an initial issue of Taiwan depositary receipts, when the lead underwriter registers the issue with the Taiwan Securities Association using hardcopy media as required in paragraph 1, it shall also submit an evaluation of whether during the 3 months before the date of registration there has been any unusual movement in the price of the stock represented by the Taiwan depositary receipts.

Article 25

After registering with the FSC for a public offering and issuance of securities, the underwriting syndicate may provide investors with prospectuses and other relevant materials of the issuing company (issuing institution), begin handling book building bids, and may convene public informational meetings to familiarize investors with the offering.
If a public informational meetings referred to in the preceding paragraph is held prior to a book build, the underwriters shall provide advisory services to the issuing company (or issuing institution) to publicly announce the estimated probable range of the offering price on the Market Observation Post System (MOPS) or by other means in accordance with applicable laws and regulations, and state that the subsequent final estimated probable range of the offering price shall be the range published in the book building announcement.
A public informational meeting held by underwriters for an underwriting case involving an initial listing on a stock exchange or OTC market may be held jointly with a roadshow held by the issuing company.

Article 26

Investors bidding in a book building process shall fill in a book building bid form produced in the prescribed format (see Attachment 2) and submit said form to the securities underwriter for handling.
The underwriting syndicate may hire a securities broker to accept book building bids for processing as referred to in the preceding paragraph.
A securities underwriter handling bids may refuse a bid if there has been a violation of the law or of these Rules, or if there is any suspicion of such violations.
In the underwriting of an offering where the portion put up for public sale is allocated entirely by book building as prescribed by Article 40, or partly by book building and partly by public subscription, the underwriter shall indicate on the book building bid form that the applicant is required to fill in his central depository account number.
When a securities underwriter accepts a book building bid for processing, it may collect a book building processing fee from the bidder, acting in accordance with the Taiwan Securities Association Rules Governing Securities Underwriters' Allocation of Securities by Book Building.

Article 27

The maximum quantity actually allocated to any single bidder in the book building process, with the exception of an initial listing of common shares on a stock exchange or an OTC market (which must be allocated in accordance with the provisions of Article 27-1), shall not exceed 10 percent of the portion of the offering that is put up for public sale; for ordinary corporate bonds, financial bonds not involving stock equity, corporate bonds from which the detachable warrants have been detached, real estate asset trust beneficial interest securities, the secondary distribution of beneficial interest securities by a trustee institution, or the secondary distribution of asset-backed securities by a special-purpose company, the amount may not exceed 20 percent of the total quantity underwritten.

Article 27-1

In a case involving an initial listing of common shares on a stock exchange or an OTC market, regulations governing the volume of securities that may be allocated to any single bidder are as follows:

In a case in which the amount allocated for public subscription is adjusted to 30 percent or less under Article 21-1, the quantity of securities actually allocated to any qualified institutional investor or mainland area institutional investor shall not exceed 10 percent of the quantity underwritten by the allocating underwriters, or 100,000 shares, whichever is higher, provided that the combined quantity of securities actually allocated by the underwriters to any single bidder shall not exceed 10 percent of the portion of the securities put up for public sale to outside parties in the present offering. In a case in which the amount allocated for public subscription exceeds 30 percent, the quantity of securities actually allocated to any qualified institutional investor or mainland area institutional investor shall not exceed 5 percent of the quantity underwritten by the allocating underwriters, or 50,000 shares, whichever is higher, provided that the combined quantity of securities actually allocated by the underwriters to any single bidder shall not exceed 5 percent of the portion of the securities put up for public sale to outside parties in the present offering.

In a case in which the amount allocated for public subscription is adjusted to 30 percent or less under Article 21-1, the quantity of securities actually allocated to any bidder other than a qualified institutional investor shall not exceed 5 percent of the quantity underwritten by the allocating underwriters, or 50,000 shares, whichever is higher, provided that the combined quantity of securities actually allocated by the underwriters to any single bidder shall not exceed 5 percent of the portion of the securities put up for public sale to outside parties in the present offering. In a case in which the amount allocated for public subscription exceeds 30 percent, the quantity of securities actually allocated to any bidder other than a qualified institutional investor shall not exceed 2 percent of the quantity underwritten by the allocating underwriters, or 20,000 shares, whichever is higher, provided that the combined quantity of securities actually allocated by the underwriters to any single bidder shall not exceed 2 percent of the portion of the securities put up for public sale to outside parties in the present offering.

The term "qualified institutional investors" in subparagraph 2 of the preceding paragraph means domestic and foreign institutional investors and foreign institutional investors, including domestic and foreign banks, insurance companies, bills finance companies, fund management companies, government investment institutions, government funds, mutual funds, unit trusts, investment trust enterprises, and trust enterprises.
The maximum combined quantity of securities allocated by an underwriter in accordance with paragraph 1, subparagraph 2 to any company that has underwriting business dealings with that underwriter shall not exceed 20 percent of the quantity of securities underwritten by that underwriter.
The phrase "any company that has underwriting business dealings with that underwriter" in the preceding paragraph means a company for which that underwriter has lead managed an offering within 12 months before the present offering is to be listed on a stock exchange or OTC market, or a company which that underwriter anticipates doing so within the coming three months.
When an underwriter arranges for specified parties to subscribe to undersubscribed shares or shares that subscribers fail to pay for after allotment, it is exempt from the restrictions of paragraph 1, but such subscriptions are still not allowed to exceed 10 percent of the quantity of securities underwritten by that underwriter, or 100,000 shares, whichever is higher, and the combined total of all shares allotted by the underwriter to the aforementioned specified parties shall not exceed 10 percent of the portion of the offering that is put up for public sale to outside parties.

Article 28

By submitting a book building bid form to a securities underwriter, an investor is merely expressing the desire to subscribe; likewise, by processing the book building bid form, the underwriter is merely seeking to establish the desire of the investor to subscribe; thus, neither party is bound by the content of the book building bid form, with the exception of the content of the declarations issued under Article 43-1.
An underwriter may impose on a bidder who submits any false statement a penalty of 30 percent or more of the total price subscribed, but the amount and method of the penalty shall be specified in the book building announcement.
In the event that the securities underwriter collects a book building bid deposit as prescribed by Article 40, 41, 42, or 42-1, failure by the bidder or subscriber to fulfill his payment obligation within a required time limit shall be handled as prescribed by Article 40, 41, 42, or 42-1.
After gauging market demand through the bidding process, the lead underwriter shall negotiate the actual offering price with the issuing company (issuing institution) or holder of the securities in question, and a uniform offering price shall be applied to the entire issue.
The actual offering price as negotiated pursuant to the preceding paragraph shall not fall outside the estimated probable range of the offering price as set forth under paragraph 23, subparagraph 3.
In an underwriting case involving an initial listing of shares on a stock exchange or an OTC market or an initial issue of Taiwan depositary receipts in which all shares are allocated through book building, if the total number of securities bid for in valid book building bids is insufficient to cover all the securities offered through the book building process in question, then the book building process shall be repeated. However, a single book building process may only be repeated once. If a book building process is being repeated, this fact must be noted when the book building process is reported to the FSC in accordance with Articles 23 and 24.
In the underwriting of an initial listing of shares on a stock exchange or an OTC market or an initial issue of Taiwan depositary receipts that involves simultaneous book building and public subscription procedures, if the total number of securities bid for in valid book building bids is insufficient to cover all the securities offered through the book building process in question, the book building process shall be repeated, and the TWSE and the Taiwan Securities Association shall be notified by the next business day after day on which acceptance of book building bids comes to a close; a public announcement shall also be published in daily newspapers and on the Taiwan Securities Association's website no later than the second business day after the day on which acceptance of book building bids comes to a close, and brokers shall on that same day make no-interest refunds to subscribers of subscription deposits and prepaid postage for lottery winner notifications (but subscription processing fees will not be refunded).

Article 29

After negotiating the actual offering price as prescribed by the preceding article, the lead underwriter shall (except when underwriting ordinary corporate bonds, financial bonds, real estate asset trust beneficial interest securities, offerings of beneficial interest securities by trustee institutions, or offerings of asset-backed securities by special-purpose companies) promptly request that each co-underwriter provide detailed information regarding the bidders. After appropriately adjusting the apportionment of securities among co-underwriters, the lead underwriter shall sign underwriting contracts and submit them to the Taiwan Securities Association for recordation. Allocation of securities by book building shall be undertaken as prescribed by the Taiwan Securities Association Rules Governing Securities Underwriters' Allocation of Securities by Book Building.
After the lead underwriter has informed each member of the underwriting syndicate of the quote based on the actual offering price, the investors shall make payment at that price, and in the agreed amount, before the deadline set by the lead underwriter.

Section Three Pricing by Negotiation

Article 30

Unless the determination of the offering price for underwritten securities is undertaken as prescribed in Section One or Two, a reference price shall be determined in accordance with another reasonable pricing method. Thereupon the underwriter shall resolve the offering price by negotiations with the issuing company (issuing institution) or the holder of said securities.
Prior to an initial listing on a stock exchange (or OTC) market, underwriting shall give adequate consideration to the company's most recent financial status, and in addition to setting the offering price on the basis of information gathered during book building, prices on the Emerging Stock Market over the preceding month, and a research report furnished by the lead and co-underwriters, a reasonable explanation of the offering price shall also be provided. In the case of underwriting employing book building, the offering price may not be less than 70 percent of the simple arithmetic mean trade price for the 10 business days in which trades have been executed in Emerging Stock trading after the book building agreement has been registered with the Taiwan Securities Association. If there is a difference of 50 percent between the offering price and the closing price on the Emerging Stock Market for the business day preceding the pricing date, a concrete explanation of the reasons for the pricing shall be provided.
When an underwriting case handled by a foreign issuer involving a primary listing on a stock exchange or OTC market is a case of application for listing on the stock exchange or OTC market under the guidance of a securities firm, the offering price shall be set on the basis of information gathered during book building, and a research report furnished by the lead and co-underwriters, and a reasonable explanation of the offering price shall be provided
In an underwriting case involving cash capital increase by an emerging stock company, the offering price shall be set not lower than the net value per share as reported in the financial report for the most recent fiscal period, audited and attested or reviewed by a CPA, and shall take into consideration the average price calculated by dividing the sum of the trading value of the common shares of that emerging stock as shown in the Emerging Stock Computerized Price Negotiation and Click System on each day for a period of 30 business days immediately before the submission of the underwriting contract to the Association for recordation, by the sum of the numbers of shares traded on each business day, and a reasonable explanation of the offering price shall be provided.

Article 31

An underwriting case involving the offering of ordinary corporate bonds, financial bonds not involving stock equity, corporate bonds from which the detachable warrants have been detached, real estate asset trust beneficial interest securities; the secondary distribution of beneficial interest securities by a trustee institution; or the secondary distribution of asset-backed securities by a special-purpose company, may be undertaken entirely or partly by negotiated sale. The offering price shall be determined as prescribed by Article 30.
The underwriting of call (put) warrants shall be undertaken entirely by negotiated sale.
An underwriting case involving a secondary distribution by a public enterprise may be undertaken entirely or partly by negotiated sale if units are released to the general public. The method of allocation shall be determined by negotiations between the securities underwriter and the government agency that regulates the government-owned enterprise in question.
In an underwriting case involving an initial listing of shares in common stock on a stock exchange or OTC market through competitive auction, if an overallotment is exercised, those shares allocated via overallotment shall be sold by means of negotiated sale at an offering price determined in accordance with the provisions of Article 16, 17, or 18.
In an underwriting case involving a public enterprise (or any other party acting in accordance with the provisions of Articles 6 and 6-1 of the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings, or in accordance with the provisions of the Taipei Exchange Supplemental Provisions for Applications by Private Institutions Participating in Public Infrastructure Projects for Over-the-Counter Listing) that conducts an initial offering of shares in common stock on a stock exchange or an OTC market and allocates the entire amount of said shares through public subscription, if an overallotment is exercised, the overallotment may be handled by means of negotiated sale. The offering price shall be the same as that applying to shares allocated through public subscription.

Article 32

Except when permission is granted by the competent authority for the securities industry, in an underwriting case conducted by means of negotiated sale, the quantity allocated to an individual subscriber shall be regulated as follows:

In a case of underwriting of ordinary corporate bonds and financial bonds not involving stock equity, the quantity allocated to an individual subscriber may not exceed 50 percent of the total quantity of securities in that underwriting case. This restriction does not apply, however, if the subscriber is an insurance company and the subscription will serve as an investment instrument of an investment-linked insurance product. If the subscribers are limited only to professional investors as defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds, the quantity allocated to an individual subscriber may not exceed 80 percent of the total quantity of securities in that underwriting case. This restriction does not apply, however, if the subscriber is a government fund.

In a case of underwriting of corporate bonds from which the detachable warrants have been detached, the quantity allocated to an individual investor may not exceed 50 percent of the total quantity of the securities in that underwriting case.

Not more than 20 percent of the total quantity of securities offered may be allocated to an individual subscriber in cases involving real estate asset trust beneficial interest securities, a secondary distribution of beneficial interest securities by a trustee institution, or a secondary distribution of asset-backed securities by a special-purpose company, provided that this restriction does not apply to a holder that is an independent professional investor. "Independent professional investor" means a juristic person or an institution under Article 13, paragraph 1, subparagraph 1 of the Real Estate Securitization Act, or a fund under Article 13, paragraph 1, subparagraph 2 of the same Act, and one that is neither an originator under the Financial Asset Securitization Act, nor an interested party thereof, nor an affiliated enterprise under the Company Act.

In a case involving call (put) warrants or corporate bonds with warrants, not more than 10 percent of the total quantity of securities shall be allocated to an individual subscriber.

If the securities referred to in the preceding paragraph are divided into different classes for issuance, the total volume of an underwritten offering shall be calculated as the total volume of a given single class of securities after the issue has been separated into different tranches.
In an underwriting case conducted in accordance with the provisions of Article 31, paragraph 4, the number of units actually allocated to any individual subscriber shall not exceed 10 percent of the combined total of the portion of the offering put up for public sale to outside parties plus units allocated via overallotment; for a case conducted in accordance with the provisions of Article 31, paragraph 5, the number of units actually allocated to any individual subscriber shall not exceed 10 percent of the total number of units put up for negotiated sale, and the provisions of Article 27-1 shall be observed.

Chapter III Allocation of Securities

Section One Allocation by Competitive Auction

Article 33

When an underwriter conducts public sale to outside parties partly by competitive auction and partly by public subscription, the underwriter shall carry out the following matters after the bid opening date:

Day One:

File the underwriting contract for registration with the Taiwan Securities Association.

Send award notifications, prospectuses, and payment due notices.

Refund bid deposits for unsuccessful and disqualified bids.

Day Two:

Publish underwriting announcement.

Deadline for successful bidders' payment of the award price and award processing fee to the designated bank.

Day Six: Date of public drawing of lots. TWSE undertakes the public drawing of lots. TWSE produces and sends a report of winner information to each broker. TWSE compiles and reports the information to the lead underwriter for provision to subscribers for their review.

Day Seven:

Brokers make no-interest refunds to non-lottery winners of bid deposits and prepaid postage; the subscription processing fees of non-lottery winners are not returned.

Issuer applies to the TWSE or the TPEx for a securities listing on a stock exchange or OTC market.

Day Eight: Specified parties make payment (the lead underwriter shall ascertain prior to 12 o'clock noon on that day whether the specified parties have made payment of the price) or underwriters carry out underwriting on standby commitment basis.

Day Nine:

Shareholders' register is completed.

Issuer delivers certificates of payment to the Taiwan Depository & Clearing Corporation, or company applying for listing on a stock exchange or OTC market delivers shares to the Taiwan Depository & Clearing Corporation.

Listing of securities on a stock exchange or OTC market is publicly announced.

Day Ten: Securities are listed on the stock exchange or OTC market.

If any of the dates set forth in any subparagraph of the preceding paragraph falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be postponed accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying to the Taiwan Securities Association for approval.
The award price referred to in paragraph 1 subparagraphs 2 and 3 shall be the purchase price for the securities, less the bid deposit as prescribed in Article 12 paragraph 2. In the event that the successful bidder fails to fulfill his payment obligation within the specified time period, the securities underwriter may confiscate the bid deposit, and shall subscribe on its own account, at the price offered to said successful bidder, to the units that were to have been allocated to said successful bidder.
The procedures related to the allocation of securities by competitive auction by securities firms under paragraph 1 shall be separately prescribed by the Taiwan Securities Association.

Article 34

When an underwriter conducts public sale to outside parties entirely by competitive auction, the underwriter shall carry out the following matters after the bid opening date:

Day One: File the underwriting contract for registration with the Taiwan Securities Association. Begin mailing notifications of award, prospectuses, and payment due notices. Refund bid deposits for unsuccessful and disqualified bidders.

Day Two:Publish underwriting announcement; deadline for successful bidders' payment of the award price and award processing fee to the designated bank.

Day Four: Date of settlement of award prices, bid processing fees, award processing fees, and confiscated deposit prices. Issuer applies to the TWSE or the TPEx for a securities listing on a stock exchange or an OTC market.

Day Six: Compilation of related registers is completed. Announcement of securities listing on a stock exchange or an OTC market.

Day Seven: Securities are issued and listed on a stock exchange or an OTC market.

In a secondary distribution, the procedures set forth in subparagraphs 6 and 7 under the preceding paragraph, which are connected with application for listing of securities on a stock exchange or an OTC market, need not be carried out.
Where any of the dates set forth in the preceding paragraph falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be postponed accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying to the Taiwan Securities Association for approval.
The award price referred to in paragraph 1, subparagraphs 2 and 3 shall be the purchase price for the securities, less the bid deposit as prescribed by Article 12 paragraph 2. In the event that the successful bidder fails to fulfill his payment obligation within the specified time period, the securities underwriter may confiscate the bid deposit, and shall subscribe on its own account, at the price offered to said successful bidder, to the units that were to have been allocated to said successful bidder.

Article 35

In the underwriting of securities by competitive auction, the securities underwriter is limited to accepting bids from the following persons:

Overseas Chinese and foreign nationals, as permitted under the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals.

The Development Fund of the Executive Yuan, the Postal Savings System, the Public Employees Pension Fund, the Labor Pension Fund, and the Labor Insurance Fund.

Other parties granted permission by the government.

Article 36

When a securities underwriter accepts competitive auction bids, it shall obtain from each subscriber a declaration that it does not meet any of the descriptions set out in the following subparagraphs, and the underwriter shall refuse a bid if its discovers that the subscriber does meet one of the following descriptions:

an equity-method investee of the issuing company (issuing institution);

an investor that has equity-method investments in the issuing company (issuing institution);

a company whose chairman or general manager is the same person as the chairman or general manager of the issuing company (issuing institution) or is the spouse thereof;

a foundation that has received one-third or more of its paid-in endowment from the issuing company (issuing institution);

the issuing company's (issuing institution's) directors, supervisors, general manager, assistant general manager(s), deputy assistant general managers, or any division officer serving directly under the general manager;

the spouse of a director, a supervisor, or the general manager of the issuing company (issuing institution);

a director, supervisor, or employee of the underwriting syndicate, or a spouse thereof;

any person as set out in the preceding subparagraphs who participates in the offering under the name of another person (i.e. a person who meets the criteria of a de facto related party as defined in Article 2 of the Securities and Exchange Act Enforcement Rules).

Bidding materials for disqualified bids, successful bids, and opened bids shall be retained by the securities firms for a period of one year after the opening of the bids. However, if the FSC or the Taiwan Securities Association deems it necessary, it may request an extension of the storage period.
The TWSE shall keep its bid opening records on file for five years after the bid opening.

Section Two Allocation by Book Building

Article 40

Where a company listed on a stock exchange or an OTC market carries out a cash capital increase through an issue of ordinary shares in which all shares are put up for underwritten distribution, and all shares put up for public sale are allocated through the book building method, after the price has been set and the underwriting contract has been registered with the Taiwan Securities Association, the following matters shall be carried out:

Day One: Publish an underwriting announcement and mail prospectuses and notices of payment due.

Day Two: Payment period commences, and book building bid deposits not corresponding to allocated shares are returned to unsuccessful bidders.

Day Three: Specified parties make payment; issuer applies to the TWSE or the TPEx to list certificates of payment for shares on a stock exchange or an OTC market.

Day Five: Certificates of payment for shares are listed on a stock exchange or an OTC market.

Day Six: Certificates of payment for shares are issued and listed on a stock exchange or an OTC market.

If any of the dates set forth in the preceding paragraph falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be postponed accordingly.
The dates set forth under paragraph 1 may be changed if necessary by applying for approval with the Taiwan Securities Association.
Where a company listed on a stock exchange or an OTC market carrying out a cash capital increase through an issue of ordinary shares uses the book building method to allocate all shares (other than those securities set aside for subscription by the company's employees) that are put up for underwritten distribution and public sale, those shares allocated to the company's employees may be handled in accordance with the provisions of paragraph 1, provided that said employees can comply with the payment period specified in paragraph 1.
Where matters are undertaken in the manner set forth under paragraph 1, shares may be allocated on a priority basis to existing shareholders; provided, however, that the restrictions listed in Articles 27 and 43-1, paragraph 2 shall still apply.
When a bidder submits a book building bid form, the securities underwriter may collect a bid deposit from the bidder of not more than 20 percent of the value of the securities bid for.
The book building bid deposits not corresponding to allocated shares as referred to in the above paragraph 1 subparagraph 2 means the book building bid deposits paid by unsuccessful bidders, and bid deposits paid by lottery winners in excess of the amount required for securities actually allocated to them.
The payment to be made by the bidder as referred to in paragraph 1 subparagraph 2 above shall be the price of the securities subscribed less any book building bid deposit remaining after the bidder has received (or not received) a refund in accordance with the provisions of the preceding paragraph. In the event a bidder does not fulfill his payment obligation within the allotted time, the securities underwriter may confiscate the book building bid deposit and shall retain for its own account said securities at the price offered to the bidder.
A securities underwriter when collecting book building bid deposits as prescribed by paragraph 6 above shall do so by means of a trust, and shall specify in the trust contract the handling of default by the bidder and the damages for default..

Article 41

Where an underwriting case (other than one handled in accordance with the provisions of the preceding paragraph) is handled as prescribed by Article 21, Article 22, and Article 22-1, and all units are offered through a book building process, after the price has been set and the underwriting contract has been registered with the Taiwan Securities Association, the following matters shall be carried out:

Day Two: Payment date, and date for refund of book building bid deposits not corresponding to allocated securities.

Day Three: Payment deadline; issuer applies to the TWSE or the TPEx for a securities listing on a stock exchange or an OTC market.

Day Four: Complete compilation of related registers.

Day Five: Announcement of securities listing on a stock exchange or an OTC market.

Day Six: Securities are issued and listed on a stock exchange or an OTC market.

In an underwriting carried out as set forth under Article 22 subparagraph 4, the requirements set forth in subparagraphs 4, 5, and 6 above (concerning application to the TWSE or the TPEx for a listing on a stock exchange or an OTC market) shall not apply.
If a date set forth in any of the subparagraphs under paragraph 1 falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be postponed accordingly.
The dates set forth under paragraph 1 may be changed if necessary by applying for approval with the Taiwan Securities Association.
If a company listed on a stock exchange or an OTC market carrying out a cash capital increase through an issue of preferred shares uses the book building method to allocate all shares (other than those securities set aside for subscription by the company's employees) that are put up for underwritten distribution and public sale, those shares allocated to the company's employees may be handled in accordance with the provisions of paragraph 1, provided that said employees can comply with the payment period specified in paragraph 1.
In an underwriting case handled in accordance with the provisions of Article 21 or Article 22, paragraph 1, subparagraphs 1 to 3 and subparagraph 5, when a bidder submits a book building bid form, the securities underwriter may collect from the bidder a book building bid deposit equal to all or part of the value of the securities bid for.
The phrase "book building bid deposits not corresponding to allocated securities" in paragraph 1 subparagraph 2 means the book building bid deposits paid by unsuccessful bidders, and bid deposits paid by lottery winners in excess of the amount required for securities actually allocated to them.
The payment to be made by the bidder as referred to in paragraph 1 subparagraph 2 shall be the price of the securities subscribed to less any book building bid deposit to be refunded (or not refunded) to the bidder in accordance with the provisions of the preceding paragraph. In the event a bidder does not fulfill his payment obligation within the allotted time, the securities underwriter may confiscate the book building bid deposit and shall retain for its own account said securities at the price offered to the bidder.
A securities underwriter when collecting book building bid deposits as prescribed by paragraph 5 shall do so by means of a trust, and shall specify in the trust contract the handling of default by the bidder and the damages for default..

Article 42

If the portion of an offering put up for public sale is underwritten partly by book building and partly by public subscription as prescribed in Article 22 (excepting underwriting as prescribed by the preceding Article), after the underwriting contract has been registered with the Taiwan Securities Association, the following matters shall be carried out:

Day One: Publicly release a book building allocation announcement (an underwriting announcement shall be concurrently published at this time) and begin mailing subscription notifies, prospectuses, and notices of payment due.

Payment period: The deadline shall be identical to that for payment of the subscription processing fee, the bid deposit, and prepaid postage, as set forth under Article 53 paragraph 1 subparagraph 5.

If any of the dates set forth under the preceding paragraph falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be postponed accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying to the Taiwan Securities Association for approval.
Where a company listed on a stock exchange or an OTC market carrying out a cash capital increase through an issue of preferred shares uses the book building method for a portion of the shares and public subscription method for another portion of the shares to allocate the shares (other than those securities set aside for subscription by the company's employees) that are put up for underwritten distribution and public sale, those shares allocated to the company's employees may be handled in accordance with the provisions of paragraph 1, provided that said employees can comply with the payment period specified in paragraph 1.
When a bidder submits a book building bid form, the securities underwriter may collect from the bidder a book building bid deposit equal to all or part of the value of the securities bid for. The payment to be made by the bidder, as referred to in paragraph 1 subparagraph 2 above, shall be the price of the securities subscribed less the book building bid deposit. In the event a bidder does not fulfill his payment obligation within the allotted time, the securities underwriter may confiscate the book building bid deposit, and shall itself subscribe to the securities on the basis of the subscriber's payment.
When the securities underwriter referred to in the preceding paragraph accepts a book building bid deposit from a subscriber, it shall do so by means of a trust, and shall specify in the trust contract the handling of default by the bidder and the damages for default..

Article 42-1

In an underwriting case where an initial listing on a stock exchange or an OTC market involves simultaneous book building and public subscription procedures conducted in accordance with Articles 21 and 21-1, the following matters shall be carried out beginning from the second business day after the book building agreement has been registered with the Taiwan Securities Association:

Day One: Publish a book building announcement (together with a public subscription announcement) and begin accepting book building bids.

Day Two: Public subscription commencement date.

Day Four: Deadline for submission of book building bids and public subscriptions, and deadline for bidders to forward payment to their bank to cover subscription processing fees, subscription payments (calculated on the basis of the ceiling for the anticipated book building price range), and prepaid postage for lottery winner notification.

Day Five:

Set the offering price; the lead underwriter shall notify the TWSE and the Taiwan Securities Association of the actual offering price by 12:30 p.m. on that same day, and after 1:30 p.m. on that same day the TWSE shall disclose the information on its website and transmit it to brokers.

Calculate the over-subscription ratio on the basis of the figure for public subscription volume as provided by the TWSE, and adjust the book building volume and public subscription volume accordingly.

Date for public drawing of lots. The TWSE undertakes the drawing, then produces and sends report of winner information to each broker, and compiles and reports the information to the lead underwriter for provision to subscribers for their review.

File underwriting contract with the Taiwan Securities Association.

Mail out allocation notices, prospectuses, and payment notices.

Day Seven:

Issue allocation announcement.

Parties allotted shares through book building make payment.

Payment date for subscription processing fees, subscription payments (calculated on the basis of the actual offering price), and postage.

Brokers make no-interest refunds to non-lottery winners of bid deposits and prepaid postage; the subscription processing fees of non-lottery winners are not returned.

If the offering price as set by the lead underwriter is lower than the bid deposit, brokers will make no-interest refunds to lottery winners of the difference between the bid deposit and the actual offering price.

Issuer applies to the TWSE or the TPEx for a securities listing on a stock exchange or an OTC market..

Day Eight: Specified parties make payment (the lead underwriter shall ascertain prior to 12 o'clock noon on that day whether the specified parties have made payment) or underwriters take up shares on their own accounts.

Day Nine:

Shareholders' register is completed.

An issuer delivers certificates of payment to the Taiwan Depository & Clearing Corporation; a company applying for listing on a stock exchange or an OTC market delivers shares to the Taiwan Depository & Clearing Corporation.

Listing of securities on a stock exchange or an OTC market is publicly announced.

Day Ten:

Securities are listed on a stock exchange or an OTC market.
If a date set forth in any of the subparagraphs under the preceding paragraph falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be postponed accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying to the Taiwan Securities Association for approval.
When a bidder submits a book building bid form, the securities underwriter may collect from the bidder a book building bid deposit equal to all or part of the value of the securities bid for. The payment to be made by the bidder, as referred to in paragraph 1 subparagraph 6, item 2 above, shall be the price of the securities subscribed less the book building bid deposit. In the event a bidder does not fulfill his payment obligation within the allotted time, the securities underwriter may confiscate the book building bid deposit.
When the securities underwriter referred to in the preceding paragraph accepts a book building bid deposit from a subscriber, it shall follow the requirements as prescribed by Article 12 paragraph 4.
When an underwriter finalizes its book building allocation list, it may request that allotees pay the subscription price in full, and may cancel the eligibility for allocation of any bidder that fails to act as required.
An underwriter may not reveal the actual offering price to any outside party before the TWSE discloses it on its website in accordance with paragraph 1, subparagraph 4, item 1.
If the bids submitted during the book building are too few for the setting of a price, the lead underwriter shall notify the TWSE and the Taiwan Securities Association by the point in time set out in paragraph 1, subparagraph 4. The TWSE will not carry out a public drawing of lots, and brokers shall make no-interest refunds to bidders of bid deposits and prepaid postage for lottery winner notifications on the following business day, but subscription processing fees will not be refunded. Brokers shall also process the payment of subscription processing fees on that same day.

Article 43

For common corporate bonds, corporate bonds from which the detachable warrants have been detached, financial bonds not involving stock equity, and the types of underwriting cases set out in Article 22 subparagraph 6 and Article 22-1 subparagraphs 2 and 3, the types of bidders from whom a securities underwriter is allowed to accept bids shall be restricted by the mutatis mutandis application of Article 35 and Article 43-1, subparagraphs 15 and 17, and the securities underwriter shall also obtain declarations from bidders affirming that they meet the eligibility requirements for purchasers.
For securities allocated by an underwriter but not paid for by the subscribers and placed with a specified party, the provisions in the preceding paragraph shall apply mutatis mutandis to the specified party.

Article 43-1

The provisions of Article 35 apply mutatis mutandis to the parties from which a securities underwriter is allowed to accept book building bids. In addition, when conducting an underwriting case involving an initial listing on a stock exchange or an OTC market or an initial offering of Taiwan Depositary Receipts, the underwriter shall refuse bids involving the participation of any of the parties listed in the following subparagraphs, and shall also obtain declarations from bidders affirming that they meet the eligibility requirements for purchasers:

An employee of the issuer.

A director, supervisor, or managerial officer (or a spouse, son, or daughter thereof) of a company that has underwriting business dealings with an underwriter.

A financial holding company to which an underwriter itself belongs, or another subsidiary of such a financial holding company; however, this restriction does not apply to a securities investment trust fund offered by a securities investment trust company belonging to such a financial holding company.

A director, supervisor, or managerial officer (or a spouse, son, or daughter thereof) of a financial holding company to which an underwriter itself belongs, or of another subsidiary of such a financial holding company.

A de facto related party of the issuer or an underwriter.

An attesting CPA of the issuer, any other CPA of that CPA’s office, or a spouse thereof.

A lawyer who has issued a legal opinion in connection with the underwriting case, or the spouse thereof.

An equity-method investee of the issuing company (issuing institution).

An investor that has equity-method investments in the issuing company (issuing institution).

A company whose chairman or general manager is the same person as the chairman or general manager of the issuing company (issuing institution), or is the spouse thereof, or is a relative thereof within the second degree of kinship.

A foundation that has received one-third or more of its paid-in endowment from the issuing company (issuing institution).

The issuing company's (issuing institution's) directors, supervisors, general manager, assistant general manager(s), deputy assistant general managers, or any division officer serving directly under the general manager.

The spouse of a director, a supervisor, or the general manager of the issuing company (issuing institution).

A relative within the second degree of kinship of a director, a supervisor, or the general manager of the issuing company (issuing institution).

A director, supervisor, or employee of the underwriting syndicate, or a spouse thereof, or a relative thereof within the second degree of kinship.

A depositary institution of Taiwan depositary receipts and any director, supervisor, or managerial officer, employee (or a spouse, son, or daughter thereof) of the depositary institution.

A party listed in any of the preceding subparagraphs that uses the name of another party to participate in subscription (i.e. a de facto related party that engages in any of the acts set out under Article 2 of the Securities and Exchange Act Enforcement Rules).

When a securities firm, acting on behalf of a company already listed on a stock exchange or an OTC market, conducts an underwriting case involving a cash capital increase or an offering of corporate or financial bonds with equity characteristics, or warrants detached from preferred shares with detachable warrants or detached from corporate bonds with detachable warrants, the parties from whom it is allowed to accept book building bids shall be restricted by the mutatis mutandis application of subparagraphs 3 to 15 and 17 of the preceding paragraph.
In a case of a secondary offering of Taiwan Depositary Receipts, the parties from whom book building bids are accepted shall be restricted by the mutatis mutandis application of subparagraphs 3 to 17 of paragraph 1.
For securities allocated by an underwriter but not paid for by the subscribers and subsequently placed with a specified party, the provisions of paragraphs 1 to 3 shall apply mutatis mutandis to the specified party.
When a securities firm conducts an underwriting case involving an initial listing on a stock exchange or an OTC market, or involving an initial issue of Taiwan depositary receipts, it furthermore shall obtain declarations from the bidders affirming their consent for the provision of the book building information (including the remittance bank and account number) to the TWSE and the TPEx for the establishment of files, provided that the information will not be externally disclosed for any purpose other than provision to the TWSE, TPEx, and the competent authority for securities for supervision and auditing purposes.

Article 44

A bidder participating in the underwriting of securities by book building as prescribed by Article 40 and Article 22, paragraph 1, subparagraphs 1 to 5, or in the underwriting of call (put) warrants undertaken entirely by negotiated sales as prescribed by Article 31 paragraph 2, shall first apply to open an electronic transfer custodial account with the Taiwan Depository & Clearing Corporation (TDCC) as prescribed by the Operating Rules for the Taiwan Securities Central Depository Company. When making payment for securities, the subscriber shall provide the number of said account in order to facilitate the delivery of said securities.

Article 45

The underwriter shall store for a period of thirty days after allocation information relevant to ordinary book building bids. Information relating to disqualified bids and lottery winners shall be stored for a period of one year after allocation. However, if the FSC or the Taiwan Securities Association deems it necessary, a request may be made for extension of the storage period.
A securities underwriter shall require the collecting bank to provide itemized records evidencing payment by subscribers for their securities, and shall keep them on file for five years.

Article 46

An underwriter may sell securities by entering into a securities book building sub-underwriting (hereinafter, "sub-underwriting") contract with a securities broker as prescribed by Article 26 paragraph 2, and may entrust said broker to act on its behalf in other matters related to subscription and sales of securities.

Article 47

For an underwriter entrusting a securities broker to sub-underwrite securities on its behalf, the sub-underwriter's offering price and the underwriter's offering price shall be identical.

Article 48

An underwriter entrusting a securities broker to sub-underwrite securities on its behalf shall draw up a securities sub-underwriting contract.

Article 49

A securities broker sub-underwriting securities on behalf of an underwriter, shall prepare a record of the names of subscribers and the amount of securities subscribed to by each, and submit said record to the underwriter.

Article 50

In sub-underwriting securities on behalf of an underwriter, a securities broker and its associated persons shall abide by the following rules:

A prospectus and other relevant material detailing the terms under which securities are to be issued, the operating and financial conditions of the issuer, and other relevant matters shall be provided to subscribers;

No guarantees or commitments shall be made to subscribers regarding investment return on the securities;

Subscribers who are obviously incapable of effecting payment shall not enter into contracts with an underwriter via [a securities broker or any of its associated persons];

No improper subscription solicitations may be made to investors;

[A securities broker and its associated persons shall refrain from] any other activity prohibited by the FSC.

Article 51

A securities dealer's sub-underwriting fee shall be determined by negotiation between the underwriter and the sub-underwriter.

Section Three Allocation by Public Subscription

Article 52

The following offerings shall be undertaken by public subscription:

in the underwriting of an offering carried out other than as prescribed in Article 6 paragraph 2, Article 22, Article 22-1 subparagraph 2 or 3, or Article 31, or in the underwriting of a cash capital increase by a company listed on a stock exchange or an OTC market in which not all shares are put up for underwritten distribution: the portion put up for public sale that must be offered entirely by public subscription;

in the underwriting of an offering as prescribed in Article 7, where the portion put up for public sale is offered partly by competitive auction: any remaining portion that must be offered by public subscription;

in the underwriting of an offering as prescribed in Articles 21 and 22, where the portion put up for public sale is offered partly by book building: any remaining portion that must be offered by public subscription;

in the underwriting of an offering as prescribed in Article 31 paragraph 1, where a part is offered by negotiated sale: any remaining portion that must be undertaken by public subscription;

an initial offering on a stock exchange or an OTC market (conducted by a public enterprise, or by any other party acting in accordance with other acts or regulations), in which: (1) a public sale to outside parties conducted in connection therewith as required under Article 6 is not undertaken by competitive auction; or (2) a book building process is employed as prescribed under Article 21.

in an underwriting case involving a public enterprise (or any other party acting in accordance with the provisions of Articles 6 and 6-1 of the Taiwan Stock Exchange Corporation Rules for Review of Securities Listings, or in accordance with the provisions of the Taipei Exchange Supplemental Provisions for Applications by Private Institutions Participating in Public Infrastructure Projects for Over-the-Counter Listing) that conducts an initial offering of shares on a stock exchange or an OTC market, where the entire amount of said shares are allocated through public subscription: those shares allocated via overallotment, if not allocated by means of negotiated sale, must be allocated through public subscription.

Article 52-1

In an underwriting case where an initial listing on a stock exchange or an OTC market or an initial issue of Taiwan depositary receipts involves simultaneous book building and public subscription procedures, the lead underwriter shall publish a public subscription announcement in daily newspapers on the business day immediately preceding the day on which it begins accepting subscriptions, and shall concurrently publish a book building announcement (prepared in accordance with the provisions of Article 24) in daily newspapers on the three business days before it begins accepting subscriptions. The content of the announcements shall be reported in hardcopy and electronic media to the Taiwan Securities Association, and shall include the items in the following subparagraphs:

Public subscription period.

Matters requiring attention regarding the rights and obligations of subscribers, as follows:

Subscribers need to have a trading account, a central depository account, and a bank account.

Subscribers need to enter into a contract with a transfer bank.

When submitting a bid, a subscriber must have a sufficient bank balance to cover the subscription processing fee, postage for lottery winner notification, and the subscription payment (calculated on the basis of the ceiling for the anticipated book building price range).

The manner of disclosure of the prospectus, including: (1) a statement clarifying that the anticipated offering price range as disclosed in the prospectus is an estimate based on information gathered during book building; and (2) an explanation of how to inquire about subsequent offering price revisions.

If the subscription deadlines for multiple securities underwriting cases fall on the same day and a subscriber has submitted bids for more than one of them, funds shall be withdrawn from the subscriber's bank account in an amount equal to the sum of the subscription processing fees, postage for lottery winner notifications, and subscription payments for all securities that have been subscribed for.

A subscriber may not submit duplicated subscriptions.

Subscribers shall be advised to make a careful evaluation prior to subscribing, for once they are selected as lottery winners they may not abandon a subscription and request a refund.

The procedure for payment of refunds to non-lottery winners, and to lottery winners when the actual offering price is lower than the maximum anticipated book building price.

How to direct inquiries regarding subscriptions and lottery winner lists.

The deadline for payment of subscription processing fees, postage for lottery winner notifications, and subscription payments.

How the volume allocated for public subscription will be adjusted when subscriptions (defined as the final confirmed total volume of subscriptions that brokers have transmitted to the TWSE by the public subscription deadline) exceed the volume allocated for public subscription by a specified multiple.

The date on which the offering price will be set.

The date on which the securities are scheduled for listing on a stock exchange or an OTC market.

If the bids submitted during the book building are too few for the setting of a price, the book building process shall be repeated. The TWSE will not carry out a public drawing of lots, and brokers shall make no-interest refunds to bidders of prepaid postage for lottery winner notifications and securities subscription payments on the second business day following the subscription deadline, but subscription processing fees will not be refunded.

Article 53

With the exceptions of cases of the underwriting of initial listing on a stock exchange or OTC market or initial issue of Taiwan Depositary Receipts that are conducted by simultaneous book building and public subscription procedures, and of cases of public sale to outside parties that are conducted partly by competitive auction and partly by public subscription, an underwriter handling an offering by public subscription shall, after registering the underwriting contract with the Taiwan Securities Association, observe the following schedule in handling matters relating to subscriptions, bid deposits, and postage for lottery winner notifications:

Day One: Publish an underwriting announcement and commence subscription.

Day Three: Subscription period closes. Deadline for subscriber's payment of subscription processing fee, subscription payment, and postage expense for lottery winner notification to the designated bank.

Day Five: Date of public drawing of lots. The TWSE undertakes drawing. TWSE produces and sends report of winner information to each broker. TWSE compiles and reports the information to the lead underwriter for provision to subscribers for their review.

Brokers make no-interest refunds to non-lottery winners of bid deposits and prepaid postage for lottery winner notifications; the subscription processing fees of non-lottery winners are not returned.
Underwriter shall send lottery winner notifications and prospectuses (or subscription forms) to lottery winners by express registered mail or by electronic means.
The subscriber shall, on any given day during the subscription period between 09:00 and 14:00, fill-in a subscription form (formatted as in Attachment 7) at the business premises of the broker or entrust the broker by phone to fill in such a form, or shall, during the subscription period before 14:00 on the day of the deadline, fill in and submit a subscription form via the Internet.
Every day during the subscription period until the deadline, the broker shall compile up until the previous day and place the subscription information in the trading room as a reference for subscribers or for voice or computer query.
If any of the dates set forth in paragraph 1 subparagraphs 2, 3, 4, and 5 falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be moved forward accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying for approval with the Taiwan Securities Association.
The Taiwan Securities Association shall prescribe the standard for the postage expense for lottery winner notification. A securities firm shall be responsible for compensation for any loss to the lottery winner resulting from problems in service of the lottery winner announcement; provided, however, that this provision shall not apply where the securities firm was not negligent.
The procedures related to the allocation of securities by public subscription by securities firms as prescribed by paragraph 1 shall be separately prescribed by the Taiwan Securities Association.
If the number of units subscribed does not exceed the number of units to be sold, all qualified subscribers shall be deemed lottery winners, and a public drawing of lots shall be unnecessary.
After the subscriber has commissioned subscription with a broker, the subscription form shall not be withdrawn or changed.

Article 54

Subscribers in a public subscription by a securities firm shall be restricted to ROC nationals.

Article 55

The lead underwriter shall be responsible for publishing an underwriting announcement. A broker shall make said underwriting announcement and subscription forms available to investors for free upon request at it business premises, and may download the underwriting announcement from the Taiwan Securities Association website or photocopy it from a newspaper. The subscription form declaration may be photocopied or printed in equivalent dimensions by investors for the purpose of undertaking subscription.

Article 56

A subscriber may use only one broker to subscribe to any given security offered through public subscription, and shall not undertake duplicated subscription [via multiple brokers]. Each subscriber is restricted to subscribing to one lot. The processing fee is NT$20 per subscription. The receiving broker shall notify the subscriber's bank to deduct the fee from the subscriber account on the dates prescribed in Articles 42-1 and 53.

Article 57

(Deleted)

Article 58

A broker shall not undertake subscription for a subscriber to whom any of the following conditions apply. If a broker has already accepted subscription, the subscription shall be cancelled:

Has not opened a trading account, electronic transfer custodial account, or central depository account with the broker undertaking consigned subscription;

Has not signed a consignment contract with the bank designated by the broker regarding matters related to the deduction of funds regarding the public subscription;

Has not undertaken subscription within the allotted time;

Has not filled in fully or truthfully the required items in the subscription consignment contract;

Has neither signed nor sealed the subscription consignment contract. This provision shall not apply to those who undertake subscription by telephone or Internet;

The balance in the subscriber bank account for payment by wire transfer is less than the sum of the subscription processing fees, subscription payment, and postage expense for lottery winner notification;

After being consigned to undertake subscription, a broker shall, on a daily basis, input data from the subscription forms into the TWSE's computer system by batch file transmission or terminal key-in. Before the drawing, data from subscriptions where the processing fee, subscription payment, or postage expense for lottery winner notification cannot be deducted on schedule due to insufficient bank funds and data from duplicated subscriptions shall be excluded, and fees already deducted shall not be returned.
On the date of the public drawing of lots, a list of qualified and unqualified subscribers as set forth under the preceding paragraph shall be made available by the TWSE for review at the TWSE and the business premises of the lead underwriter and brokers (the list at each broker's place of business shall include only the names of subscribers who have subscribed through that particular broker).
Where there has been duplicated subscription as set forth under paragraph 1, the subscriber shall be notified by the underwriter by registered letter or by electronic means within one week of the closure of the offering period.

Article 60

Where subscription volume exceeds the number of securities to be sold, the TWSE shall undertake a computerized public drawing of lots among qualified subscriptions. The TWSE shall invite representatives of the Taiwan Securities Association, related groups, and the issuer to jointly monitor the lottery.
When undertaking the public drawing of lots, the TWSE shall ask the monitors to draw the lots.

Article 61

For a firm commitment offering by public subscription, where subscriptions fall short of the number of units put up for sale, the underwriting syndicate may either place the remainder with a specific party or purchase the remainder on its own account.
Where purchase of units by the underwriting syndicate on its own account as referred to in the preceding paragraph is prohibited by other laws or regulations, or is in connection with an offering by a company that is not listed on a stock exchange or an OTC market, the syndicate may be exempted from the provisions in the preceding paragraph relating to purchase of units on its own account, and such units may be placed by the underwriting syndicate with a specific party.
Where the underwriting syndicate places securities with a specific party, as referred to in the preceding paragraphs 1 and 2, only the parties listed in Article 35 shall participate in said placement.

Article 62

Where a company already listed on a stock exchange or an OTC market, or an emerging stock company, either carries out a cash capital increase or issues corporate bonds or Taiwan Depositary Receipts that are allocated through public subscription, after subscription, payment of bid deposits, and lottery winner notification have been completed as prescribed by Article 53 paragraph 1, the securities firms and relevant departments shall undertake listing on a stock exchange or an OTC market, carrying out the following related work within the following deadlines:

Day Seven: Deadline for placement with specific party;

Day Eight:

Underwriter carries out underwriting on standby commitment basis.
Issuer uses share payment certificates to apply with the TWSE or the TPEx for listing on a stock exchange or an OTC market, or registration as an emerging stock.

Day Ten: Listing of securities on a stock exchange or an OTC market, or registration as an emerging stock, is publicly announced.

Day Eleven:

Securities electronically transferred from the TDCC to the subscriber's central depository account.
Securities listed on a stock exchange or an OTC market, or registered as an emerging stock.
If a date set forth in the above subparagraphs falls on a weekend, regular holiday, or bank holiday, the deadline shall be postponed by one day, and the dates that follow shall be moved forward accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying for approval with the Taiwan Securities Association.

Article 63

In the underwriting of an initial listing on a stock exchange or an OTC market using previously issued shares, where said shares are allocated through public subscription, after subscription, payment of bid deposits, and lottery winner notification have been completed as prescribed by Article 53 paragraph 1, the securities firms and relevant departments shall undertake the following work within the following times regarding listing on a stock exchange or an OTC market:

Day Seven: Deadline for placement with specific party;

Day Eight:

Underwriter carries out underwriting on standby commitment basis.

Company applying for listing on a stock exchange or an OTC market applies with the TWSE or the TPEx for listing on a stock exchange or an OTC market;

Day Nine:

Complete compilation of shareholders' register;

Company applying for listing on a stock exchange or an OTC market transfers share payment certificates to the TDCC.

Day Ten: Listing of shares on a stock exchange or an OTC market is publicly announced.

Day Eleven;

Securities electronically transferred from the TDCC to the subscriber's central depository account;

Shares listed on a stock exchange or an OTC market.

If a date set forth in the preceding paragraph falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be moved forward accordingly.
The dates specified under paragraph 1 may be changed if necessary by applying for approval with the Taiwan Securities Association.

Article 64

For a secondary distribution by public subscription, after subscription, payment of bid deposits, and lottery winner notification have been completed as prescribed by Article 53 paragraph 1, the securities firms and relevant departments shall undertake the following work:

Day Seven: Deadline for placing with a specific party;

Day Eight: Underwriter carries out underwriting on standby commitment basis.

Day Nine: Bearer of securities transfers them to TDCC;

Day Ten: Securities electronically transferred by TDCC to purchaser's central depository account. Purchaser may engage in trading of the securities.

If a date set for the preceding paragraph falls on a weekend, regular holiday, or bank holiday, it shall be postponed by one day, and the dates that follow shall be moved forward accordingly.

Article 65

Where a company not listed on a stock exchange or an OTC market allocates shares through public subscription in an offering that involves cash capital increase, after subscription, payment of bid deposits, and lottery winner notification have been completed as prescribed by Article 53 paragraph 1, the underwriter shall either make placement with a specific party on Day Eight or underwrite on standby commitment basis on Day Nine, and after the securities have been produced by the issuer, the lead underwriter shall, together with the issuer, send the securities to the TDCC for deposit into the purchaser's central depository account, or may distribute the securities as prescribed mutatis mutandis in Article 75.

Article 66

Upon completion of the lottery, the TWSE shall print out the daily underwriting report, publicly announce it, and transmit it in the form of an electronic file to securities underwriters.

Article 67

After the selection of lottery winners, if it is discovered that a winner has not opened or has subsequently closed the trading account, electronic transfer bank account, or central depository account, such that subsequent work cannot be undertaken, the lottery winner shall be disqualified, and the underwriter shall place the securities of such winner with another party or shall purchase such securities on its own account as prescribed by Article 61.

Article 68

The lottery monitors shall monitor the following matters on the day of the drawing:

whether the lottery representatives are undertaking the operating procedures as prescribed by regulation;

maintenance of order at the premises of the lottery drawing.

Article 69

When undertaking the computerized public drawing of lots, the TWSE may choose to undertake the lottery using several computer terminals in simultaneous operation depending on the number of qualified participants or the quantity of sales.

Article 70

Securities firms shall, after the public announcement of the lottery winners, keep records relating to ordinary subscriptions for 30 days and records regarding unqualified subscribers or lottery winners for 90 days. However, the FSC and Taiwan Securities Association may extend these times in consideration of the needs at the time.
The TWSE shall keep subscription records on file for five years after the bid opening.

Article 71

Articles 37 and 38 shall apply mutatis mutandis to offerings by public subscription.

Section Four Allocation by Negotiated Sale

Article 72

Where a securities underwriter allocates securities by negotiated sale, the process shall be completed within the underwriting period.
In a case of underwriting of an initial listing on a stock exchange or an OTC market by means of competitive auction, if an award processing fee is collected from the successful bidders pursuant to Article 12, a processing fee of the same percentage shall be collected from the parties with which the underwriter negotiates the sale of the overallotment portion.
A securities underwriter shall require the collecting bank to provide itemized records evidencing payment by subscribers for their securities, and shall keep them on file for five years.
A securities underwriter shall keep allocation records on file for five years. However, the FSC and the Taiwan Securities Association may, as necessary, extend the time period during which such records are required to be kept on file.

Article 73

In an underwriting case involving ordinary corporate bonds, financial bonds not involving stock equity, or corporate bonds from which the warrants have been detached, the investors that a securities underwriter is allowed to contact to make a negotiated sale shall be limited to citizens of the Republic of China and parties meeting one of the conditions set out in Article 35, subparagraphs 2 through 6, subject mutatis mutandis to the provisions of Article 36, subparagraphs 7 and 8.The list set out in subparagraph 7 thereunder shall be limited to the underwriting syndicate's juristic-person directors, juristic-person supervisors, and juristic-person shareholders owning more than 10 percent of the company's shares. If the prospective buyers are limited only to professional investors as defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds, it is allowable for the prospective buyers to be the underwriting syndicate's juristic-person directors, juristic-person supervisors, and juristic-person shareholders holding more than 10 percent of the company's shares. However, the terms of issuance accorded to them may not be more more favorable than those accorded to other prospective investors of the same category.
In an underwriting case involving an offering of beneficial interest securities by a trustee institution or a public offering of asset-backed securities by a special purpose company, the types of investors that a securities underwriter is allowed to contact to make a negotiated sale shall be limited to citizens of the Republic of China and parties meeting one of the conditions set out in Article 35, subparagraphs 2 through 6, subject mutatis mutandis to the provisions of Article 36, subparagraphs 7 and 8; provided, however, that the list set out in subparagraph 7 thereunder shall be limited to the underwriting syndicate's juristic-person directors, juristic-person supervisors, and juristic-person shareholders owning more than 10 percent of the company's shares.
In an underwriting case involving the beneficial interest securities of a real estate investment trust, the types of investors that a securities underwriter is allowed to contact to make a negotiated sale shall be subject mutatis mutandis to the provisions of Article 35 and Article 43-1, paragraph 1, subparagraphs 15 and 17.
In an underwriting case involving call (put) warrants, the types of investors that the warrants may be sold to shall be subject to the provisions of the Taiwan Stock Exchange Corporation Rules Governing Review of Call (Put) Warrant Listings as well as the Taipei Exchange Rules Governing Review of Call (Put) Warrants Traded on Over-the-Counter Markets.
In an underwriting case involving an initial listing on a stock exchange or OTC market of either shares in common stock where the overallotment is handled by means of negotiated sale, the provisions of Articles 35 and Article 43-1, paragraph 1, subparagraphs 8 to 15 and 17 shall apply mutatis mutandis with respect to the parties that a securities underwriter is allowed to engage in the negotiated sale process.

Article 74

For an offering by negotiated sale, the underwriter shall deliver prospectuses before subscription by the subscribers.

Chapter IV Issue of Securities

Section One Allocation by Competitive Auction

Article 75

When an underwriter conducts any distribution of securities, it shall do so by means of book-entry transfer in accordance with the Operating Rules for the TDCC.

Section Two Allocation by Book Building

Article 76

For an offering by book building as prescribed by Article 40, distribution of such securities shall be undertaken by book-entry transfer using certificates of payment for shares as prescribed by the Operating Rules for the TDCC.

Article 77

For an offering of securities by book building as prescribed by Articles 41 and 42, Articles 75 and 76 shall be applied mutatis mutandis to the distribution thereof.

Section Three Allocation by Public Subscription

Article 78

For securities offered by public subscription, Article 76 shall be applied mutatis mutandis to the distribution thereof.

Section Four Allocation by Negotiated Sales

Article 79

For underwriting cases involving the issue of call (put) warrants entirely by negotiated sale, and for underwriting cases involving negotiated sales conducted in accordance with Article 31, distribution shall be undertaken as prescribed by the Operating Rules for the TDCC.
In an underwriting case involving real estate asset trust beneficial interest securities, a secondary distribution of beneficial interest securities by a trustee institution, or a secondary distribution of asset-backed securities by a special-purpose company, the distribution of securities shall be governed by the mutatis mutandis application of the preceding paragraph.

Chapter V Supplementary Provisions

Article 80

The transfer of securities underwritten by an underwriter shall be undertaken as prescribed by the Regulations Governing the Administration of Shareholder Services of Public Companies.

Article 81

In processing a subscription from a QFII or a mainland area investor, a securities firm shall act as prescribed by the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals or by the Regulations Governing Securities Investment and Futures Trading in Taiwan by Mainland Area Investors.

Article 82

Persons participating in the subscription to an underwritten offering as prescribed by these Rules shall not do so by exploitatively or fraudulently using another person's name or by falsifying a national ID certificate. Where a securities firm discovers that a subscription participant has exploitatively or fraudulently use another person's name or falsified a national ID certificate, the firm shall disqualify the subscriber, and shall not refund the processing fee. Where such a person has already subscribed to securities, he/she shall be disqualified, and subscription payments and postage expense for lottery winner notification shall not be refunded.

Article 83

If the conditions set forth in Article 58 paragraph 1 subparagraphs 1 through 6 or Article 75 paragraph 1 subparagraph 1 apply to a person participating in the subscription to an offering as prescribed by these Rules, after the person has been disqualified, subscription payments already deducted/paid shall be refunded; provided, however, that any handling fee and postage expense for lottery winner notification already deducted/paid shall not be refunded.
If a subscriber disqualified pursuant to the preceding paragraph, or a disqualified inheritor, wishes to request a refund of payments already made, the subscriber or inheritor shall furnish an original copy of the subscriber's or inheritor's national ID certificate (a juristic person shall furnish its company registration certificate; a minor less than 14 years of age may instead furnish an original list of current household members and along with the original of his/her statutory agent's national ID certificate), receipt slip from the notice of payment due (subscription form and notices of payment due, however, those allocated units in the public subscription have no receipt slips from the notice of payment due) and the registered seal impression for the seal used to stamp the notice of payment due (subscription form and notice of payment due) (those allocated units in the public subscription shall use the registered seal impression for the seal that they used to open their trading account), and request the original underwriter (in case of those units in the public subscription, the original broker) to undertake a refund.

Article 84

The Taiwan Securities Association and relevant agencies may charge a fee to securities firms for administering competitive auctions and public subscriptions. Such fee shall be formulated by the Taiwan Securities Association in consultation with the relevant agencies, and prior to implementation shall be reported to the competent authority for approval.

Article 85

(Deleted)

Article 85-1

(Deleted)

Article 85-2

After the conclusion of the underwriting period, the securities underwriter that conducted the underwriting of securities shall store in an electronic medium data relating to subscriptions, allocations, payments, and specific persons, and data relating to the process of deciding allocations, and preserve it for at least five years for reference purposes.

Article 85-3

A broker shall open a special customer securities underwriting account at the designated bank. The funds in the account may not be used for any purpose other than processing receipts or remittances in connection withr the processing fees, lottery winner notification postage expenses, and subscription payments for subscriptions to securities, and the bid processing fees, bid deposits, award prices, and award processing fees for bids for securities.

Article 86

If a securities firm violates any law or regulation or these Rules, measures will be taken in accordance with the Taiwan Securities Association Rules for Handling Deficiencies in Underwriting Business Conducted by Underwriters. However, if the circumstances of the violation are serious, the matter shall additionally be referred to the disciplinary committee for a decision on its handling. Upon a resolution by the Board of Directors of the Taiwan Securities Association, the matter may be reported to the FSC.

Article 87

These Rules and any amendments hereto shall take force after passage by a meeting of the board of directors, and subsequent reporting to and approval by the FSC. The adoption, elimination, or amendment of any attachments to these Rules shall take force after passage by a meeting of the board of directors.